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AirJoule Technologies Corp. (AIRJ) SEC Filings, Mar-Jun 2026

AIRJ NASDAQ
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AirJoule Technologies director Marwa Zaatari reported compensation-related equity activity rather than open-market trading. On May 28, 2026, Zaatari exercised 28,037 restricted stock units into the same number of Class A common shares at no cash price, increasing direct share ownership to 33,437 shares.

On the same date, Zaatari received a new grant of 30,227 restricted stock units, each representing a contingent right to one share of common stock. These new units vest on the earlier of May 28, 2027 or the next annual shareholders’ meeting, indicating ongoing equity-based compensation rather than a change in market sentiment.

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AirJoule Technologies Corporation is raising capital through a registered direct offering of 3,658,536 shares of Class A common stock at $4.10 per share. The transaction is expected to generate approximately $15.0 million in gross proceeds and about $14.2 million in net proceeds.

The company plans to use the funds to commercialize its AirJoule Core and Prime systems and for general corporate purposes, and expects the offering to fully fund operations into 2028 when combined with existing cash. At the same time, shareholders elected two Class II directors and ratified Deloitte & Touche LLP as the independent auditor for 2026.

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AirJoule Technologies Corporation is conducting a registered direct primary offering of 3,658,536 shares of Class A common stock at $4.10 per share, with delivery expected on or about June 1, 2026. The offering is being placed on a best efforts basis by Titan Partners Group LLC as sole placement agent and is expected to provide approximately $14.2 million of net proceeds to the company, which it intends to use to commercialize its AirJoule Core and AirJoule Prime systems and for general corporate purposes. The as‑issued share count after the offering is stated as 72,294,398 shares of Class A common stock, based on 68,472,740 shares outstanding as of May 28, 2026. The prospectus supplement lists reserved and potentially issuable shares, including 6,298,128 shares reserved under the incentive plan, 2,189,676 shares issuable on outstanding options, milestone issuances, and 21,557,596 shares issuable upon exercise of public and private placement warrants.

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AirJoule Technologies reported a sharp swing to a net loss of $49.8 million for the quarter ended March 31, 2026, compared with net income of $14.9 million a year earlier, or $(0.74) per basic share versus $0.27.

The loss was driven mainly by a $63.1 million equity loss from its 50/50 joint venture with GE Vernova after the JV recorded a $110.3 million in-process R&D impairment and $76.1 million goodwill impairment. Core operating expenses remained modest, with general and administrative costs of $3.3 million and research and development of $0.2 million.

Liquidity improved through equity financing: AirJoule raised $22.1 million of net proceeds from a January 2026 public offering of 7.1 million Class A shares at $3.25, ending the quarter with $31.1 million in cash, cash equivalents and restricted cash and working capital of $31.4 million. The company contributed $10.0 million to the AirJoule JV in the quarter and has a remaining JV capital commitment of $67.3 million.

Management expects operating losses and negative operating cash flows to increase as it develops its technology and commercialization efforts but believes existing cash and prior financings can fund the current business plan, including JV funding, for at least twelve months. The company also disclosed a material weakness in internal control over financial reporting related to complex, non‑routine transactions and has begun remediation efforts.

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AirJoule Technologies reported a first quarter 2026 net loss of $49.8 million, compared with net income of $14.9 million a year earlier. The loss was driven largely by an $63.1 million equity loss from its 50/50 joint venture, partly offset by a $14.7 million income tax benefit and fair-value gains on contingent share liabilities.

Core cash use remained modest for an early-stage company, with operating cash outflow of $2.3 million. AirJoule raised $22.2 million through a January 2026 equity offering, ending the quarter with $31.1 million in cash at the parent and $3.9 million at the joint venture, and no debt. Management reaffirmed a 2026 combined cash spend framework of about $25 million and stated that available cash is sufficient to fund operations, the joint venture, and planned commercial deployments through 2027.

Operationally, the company completed the first full-scale AirJoule Prime system, advanced its AirJoule Core platform, launched a two-variant Core roadmap targeting water generation in 2026 and dehumidification in 2027, and expanded strategic partnerships with GE Vernova, the Net Zero Innovation Hub for Data Centers, the U.S. Army ERDC, and TenX Investment.

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AirJoule Technologies Corp. Chief Legal Officer Chad MacDonald filed an initial ownership report showing equity interests in the company. He directly holds 28,262 shares of Class A Common Stock plus multiple equity awards, including restricted stock units, performance-based RSUs, and stock options.

The filing lists 164,063 restricted stock units and 69,375 additional restricted stock units, along with 52,570 and 13,380 performance restricted stock units that may cliff vest based on multi‑year performance conditions through 2027 and 2028. He also holds stock options for 243,579 underlying shares at an exercise price of $10.23 per share expiring in 2034. Several RSU awards vest in annual installments beginning in 2026 and 2027, each representing a contingent right to receive one share of Class A Common Stock.

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Matthew Jore filed an amended Schedule 13D reporting beneficial ownership of 7,817,581 shares of AirJoule Technologies Corp. Class A common stock, representing 11.4% of the class. This includes 7,739,249 shares, 65,832 option shares exercisable within 60 days, and 12,500 restricted stock units vesting within 60 days.

On February 27, 2026, Jore received 21,126 shares upon vesting of restricted stock units, with some shares withheld for taxes. On April 14, 2026, he pledged an additional 550,000 shares as collateral under a non-recourse loan, bringing total pledged shares to 1,150,000, while retaining voting and dividend rights absent a default.

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AirJoule Technologies Corporation will hold its 2026 virtual annual stockholder meeting on May 28, 2026, asking investors to elect two Class II directors and ratify Deloitte & Touche LLP as independent auditor for the year ending December 31, 2026. Stockholders of record as of April 9, 2026, when 68,472,740 common shares were outstanding, may vote online, by phone or by mail. The Board reports that a majority of directors are independent, has appointed a Lead Independent Director, and maintains audit, compensation, and nominating committees. The proxy also details executive pay, including equity awards tied to stock price and revenue performance over 2025–2027, stock ownership guidelines, and a clawback policy aligned with Nasdaq and SEC rules.

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AirJoule Technologies Corporation is a pre-revenue, early-stage company developing its AirJoule sorption platform to harvest distilled water from air while providing highly efficient dehumidification and HVAC support. The technology uses proprietary metal-organic frameworks and a pressure swing system, targeting data centers, advanced manufacturing, military and building cooling markets.

The company operates largely through a 50/50 joint venture with GE Vernova, to which it has committed significant capital. It reported net losses of $(9.0) million and $(215.7) million for 2025 and 2024 and has not yet begun commercial sales, emphasizing substantial future funding needs and execution risk.

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FAQ

How many AirJoule Technologies (AIRJ) SEC filings are available on StockTitan?

StockTitan tracks 59 SEC filings for AirJoule Technologies (AIRJ), including 10-K annual reports, 10-Q quarterly reports, 8-K current reports, and Form 4 insider trading disclosures. Each filing includes AI-generated summaries, impact scoring, and sentiment analysis.

When was the most recent SEC filing for AirJoule Technologies (AIRJ)?

The most recent SEC filing for AirJoule Technologies (AIRJ) was filed on June 1, 2026.